Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Alamos as follows and acknowledges that Alamos is relying on such representations and warranties in connection with entering into this Agreement and the Proposed Transaction: (a) the Securityholder is the sole beneficial owner of the Shares, Options, PSUs, RSUs and DSUs, with valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances and security interests other than those arising by operation of statute and no person has any agreement, option, or any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer of the Shares, Options, PSUs, RSUs and DSUs, from the Securityholder or any interest therein or right thereto, except pursuant to the Proposed Transaction; (i) the only securities of AuRico beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder are those listed on the Acceptance, and (ii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of AuRico or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of AuRico or any interest therein; (c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired by it; (d) the Securityholder has the sole right to vote (or cause to be voted) all of its Subject Securities now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it; (e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Securityholder in accordance with its terms, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummation; and (f) the Securityholder has received the substantially final draft of the Arrangement Agreement dated April 12, 2015, and has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.
Appears in 2 contracts
Samples: Voting and Support Agreement (Alamos Gold Inc), Arrangement Agreement (Alamos Gold Inc)
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Alamos the Purchaser as follows and acknowledges that Alamos the Purchaser is relying on such representations and warranties in connection with entering into this Agreement and the Proposed TransactionAgreement:
(a) the Securityholder is the sole beneficial owner of the Subject Shares, Subject Options, PSUsSubject Warrants, Subject RSUs and DSUsSubject Other Convertible Securities, as applicable, and will be the sole beneficial owner of any Eclipse Shares, Eclipse Options, Eclipse Warrants, Eclipse RSUs or other Eclipse convertible securities hereinafter acquired by the Securityholder, with valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances and security interests other than those arising by operation of statute statute, and no person has has, or will have, any agreement, option, or any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer of the Subject Shares, Subject Options, PSUsSubject Warrants, Eclipse RSUs and DSUsSubject Other Convertible Securities or any Eclipse Shares, Eclipse Options, Eclipse Warrants, Eclipse RSUs and/or other Eclipse convertible securities hereinafter acquired by the Securityholder, from the Securityholder or any interest therein or right thereto, except pursuant to this Agreement and the Proposed Transaction;
(b) (i) the only securities of AuRico Eclipse beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder are those listed on the Acceptance, and (ii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of AuRico Eclipse or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of AuRico Eclipse or any interest therein;
(c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its the Subject Shares, Subject Options, PSUsSubject Warrants, Subject RSUs and DSUs Subject Other Convertible Securities (subject to the express terms of the AuRico 2013 LTIP Eclipse Stock Option Plan, the Subject Warrants, the Eclipse RSU Plan and the Subject Other Convertible Securities, as applicable, and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)grant or issuance thereof) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Eclipse Shares, Eclipse Options, PSUsEclipse Warrants, Eclipse RSUs and DSUs other Eclipse convertible securities (subject to the express terms of this Agreement, the AuRico 2013 LTIP Eclipse Stock Option Plan, the Eclipse Warrants, the Eclipse RSU Plan, as applicable, and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)grant or issuance of such Eclipse Options, Eclipse Warrants, Eclipse RSUs or other Eclipse convertible securities) hereafter acquired by it;
(d) the Securityholder has the sole right to vote (or cause to be voted) all of its the Subject Securities (to the extent such securities are entitled to vote) now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by itit (in each case, to the extent such securities are entitled to vote);
(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Securityholder in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditor rights, generally and to principles of equity, and the performance by the Securityholder of its the Securityholder’s obligations hereunder will not constitute a violation or breach of or default under, or conflict with any constating documents of the Securityholder, if applicable, or conflict with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be is a party and by which the Securityholder will be bound at the time of such consummationparty; and
(f) the Securityholder has received the substantially final draft execution copy of the Arrangement Agreement dated April 12December 4, 20152020, and has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.
Appears in 2 contracts
Samples: Voting and Support Agreement, Voting and Support Agreement
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Alamos iAnthus as follows and acknowledges that Alamos iAnthus is relying on such representations and warranties in connection with entering into this Agreement and the Proposed Transaction, subject to the terms of customary brokerage account agreements pursuant to which the Subject Securities are held in brokerage accounts:
(a) the Securityholder is the sole beneficial owner of the Shares, Options, PSUs, RSUs and DSUs, Subject Securities with valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances and security interests other than those arising by operation of statute and no person has any agreement, option, or any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer of the Shares, Options, PSUs, RSUs and DSUs, Subject Securities from the Securityholder or any interest therein or right thereto, except pursuant to the Proposed Transaction;
(ib) the only securities of AuRico MPX beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder are those listed on the Acceptance, and (ii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of AuRico or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of AuRico or any interest therein;
(c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) Subject Securities now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired by it;
(d) the Securityholder has the sole right to vote (or cause to be voted) all of its Subject Securities now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it);
(e) this Agreement has been duly executed and delivered by the Securityholder, and, assuming the due authorization, execution and is delivery by iAnthus, this Agreement constitutes a legal, valid and binding agreementobligation of the Securityholder, enforceable against the Securityholder in accordance with its terms, subject to laws of general application and the performance by bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity;
(f) if the Securityholder is a corporation or other entity, it is validly subsisting under the laws of the jurisdiction governing its incorporation or formation and has all necessary corporate or other power and authority to execute and deliver this Agreement and to perform its obligations hereunder will hereunder;
(g) the Securityholder has not constitute a violation previously granted or breach agreed to grant any power of attorney or default underattorney in fact, proxy or conflict other right to vote in respect of the Subject Securities or entered into any voting trust, vote pooling or other agreement with any contractrespect to the right to vote, commitment, agreement, understanding call meetings of shareholders or arrangement give consents or approvals of any kind as to the Subject Securities except those which the Securityholder will be a party and by which the Securityholder will be bound at the time are no longer of such consummationany force or effect; and
(fh) the Securityholder has received the substantially final draft of the Arrangement Agreement dated April 12, 2015, and has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.
Appears in 2 contracts
Samples: Voting and Support Agreement, Voting and Support Agreement
Representations and Warranties of the Securityholder. 5.1 The Securityholder hereby represents and represents, warrants and, where applicable, covenants to Alamos Great Panther as follows and acknowledges that Alamos Great Panther is relying on such representations upon these representations, warranties and warranties covenants in connection with the entering into of this Agreement and the Proposed Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the Transaction:
(a) the Securityholder, if not an individual, has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and where the Securityholder is not a corporation, he or she has the sole beneficial owner capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder;
(b) this Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by Great Panther, constitutes a legal, valid and binding obligation, enforceable by Great Panther against the Securityholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the Shares, Options, PSUs, RSUs and DSUs, with valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances and security interests other than those arising by operation of statute and no person has any agreement, option, or any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer of the Shares, Options, PSUs, RSUs and DSUs, court from the Securityholder or any interest therein or right thereto, except pursuant to the Proposed Transactionwhich they are sought;
(i) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants of the Company listed opposite the Securityholder's name on Schedule A to this Agreement, (ii) the only Shares, Options, Warrants or other securities of AuRico the Company beneficially owned, directly or indirectly, or over which control or direction discretion is exercised by the Securityholder Securityholder, are those listed opposite the Securityholder’s name on the Acceptance, Schedule A; and (iiiii) except as listed on Schedule A, the Securityholder has no other agreement, options, warrants or securities convertible intooption, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of AuRico or any rights or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder of any additional Shares or transfer to the Securityholder of additional other securities of AuRico or any interest therein;
(c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired by itCompany;
(d) the Securityholder has the sole right to sell and vote (all the Locked-Up Securities beneficially owned by the Securityholder and all the Locked-Up Securities held by the Securityholder shall, at the time at which Great Panther acquires such Locked-Up Securities, be beneficially owned solely by the Securityholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or cause to be voted) all rights of its Subject Securities now held and will have the sole right to vote (others of any nature or cause to be voted) all Subject Securities hereafter acquired by itkind whatsoever;
(e) this Agreement no individual, firm or entity has been duly executed and delivered and is a valid and binding agreementany agreement or option, enforceable against or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder in accordance with its terms, and of any of the performance Locked-Up Securities beneficially owned by the Securityholder of its obligations hereunder will not constitute a violation or breach of any interest therein or default underright thereto including any right to vote, or conflict with any contract, commitment, agreement, understanding or arrangement of any kind except Great Panther pursuant to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummation; andthis Agreement;
(f) none of the execution and delivery by the Securityholder has received the substantially final draft of the Arrangement Agreement dated April 12, 2015, and has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement completion or performance of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's obligations hereunder will result in a breach of: (i) the constating documents of the Securityholder, if applicable, (ii) any agreement or instrument to which the Securityholder is a party or by which the Securityholder or any of the Securityholder's property or assets is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any law, statute, ordinance, regulation or rule relevant in the context of the Transaction or this Agreement; and
(g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Securityholder, threatened against the Securityholder or its affiliates that would adversely affect in any manner the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities. The representations and warranties of the Securityholder set forth in this Article 5 shall survive the completion of the purchase by Great Panther of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitely.
Appears in 2 contracts
Samples: Voting and Lock Up Agreement (Great Panther Silver LTD), Voting and Lock Up Agreement (Great Panther Silver LTD)
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Alamos AcquireCo, as follows and acknowledges that Alamos is relying on such representations and warranties in connection with entering into of the date of this Agreement and on the Proposed TransactionEffective Date, that:
(a) the Securityholder is the sole legal and beneficial owner of of, or exercises control or direction over, the SharesSubject Securities;
(b) the Subject Securities are held by the Securityholder with good, Options, PSUs, RSUs and DSUs, with valid and marketable title thereto, and the transfer of such Subject Securities, including TargetCo Shares issuable on exercise of TargetCo Options and TargetCo Warrants, if applicable, to AcquireCo will pass good, valid and marketable title to such securities, free and clear of all claims, liens, charges, encumbrances and security interests other than those arising by operation of statute and no person has any agreement, option, or any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer interests. The Subject Securities constitute all of the TargetCo Shares, TargetCo Options, PSUs, RSUs and DSUs, from the Securityholder TargetCo Warrants or any interest therein or right thereto, except pursuant to the Proposed Transaction;
(i) the only other securities of AuRico beneficially ownedTargetCo owned legally or beneficially, either directly or indirectly, or over which control or direction is exercised by the Securityholder are those listed on the Acceptance, and (ii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of AuRico or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to over which the Securityholder of additional securities of AuRico exercises control or any interest thereindirection, either directly or indirectly;
(c) the Securityholder has the sole good and sufficient power, authority and right to dispose of or transfer (or cause enter into this Agreement and to be disposed of or transferred) all of its Shares, Options, PSUs, RSUs and DSUs (subject to complete the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired by ittransactions contemplated hereby;
(d) the Securityholder has the sole right is duly authorized to vote (or cause to be voted) all of its Subject Securities now held execute and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it;
(e) deliver this Agreement has been duly executed and, assuming the due execution and delivered and delivery of this Agreement by AcquireCo, this Agreement is a valid and binding agreement, enforceable against the Securityholder in accordance with its terms, subject to the limitation that enforceability of any waiver of statutory rights may be limited by Applicable Laws, and the performance consummation by the Securityholder of its obligations hereunder the transactions contemplated hereby will not constitute a violation or breach of or default under, or conflict with with, any contract, commitment, agreement, agreement understanding or arrangement of any kind to which the Securityholder will be is a party and by which the Securityholder will be is bound at the time of such consummation;
(e) the Securityholder has not previously granted or agreed to grant any ongoing proxy in respect of the Subject Securities or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, or any agreement to call meetings of TargetCo securityholders or give consents or approvals in any way affecting the Subject Securities;
(f) no consent, waiver, approval, authorization, exemption, registration, license or declaration of or by, or filing with, or notification to any Governmental Entity is required to be made or obtained by the Securityholder in connection with: (i) the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement; or (ii) the consummation of any of the transactions by the Securityholder provided for herein; and
(fg) there are no legal or quasi-legal proceedings in progress or, to its knowledge, pending before any public body, court or authority or threatened against the Securityholder has received that would adversely affect in any manner the substantially final draft ability of the Arrangement Securityholder to enter into this Agreement dated April 12, 2015, and has read and fully understands such draft to perform its obligations hereunder or the title of the Arrangement Securityholder to any of the Subject Securities and there is no judgment, decree or order against the Securityholder that would adversely affect in any manner the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder or the transactions contemplated thereby. The Securityholder acknowledges and agrees that title of the Securityholder has had to any of the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement AgreementSubject Securities.
Appears in 1 contract
Samples: Voting Support Agreement (Gran Tierra Energy, Inc.)
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Alamos the Company as follows and acknowledges that Alamos is relying on such representations and warranties in connection with entering into this Agreement and the Proposed Transactionfollows:
(a) The Securityholder, if not an individual, is a corporation, limited liability company or other applicable business entity duly organized, incorporated or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Legal Requirements of its jurisdiction of formation or organization (as applicable). The Securityholder, if an individual, has the legal capacity to enter into and perform his or her obligations under this Agreement.
(b) Securityholder is the sole beneficial owner Owner of the SharesBuyer Securities indicated on the Securityholder’s signature page hereto, Options, PSUs, RSUs and DSUs, with valid and marketable title thereto, which are free and clear of all any liens, adverse claims, charges or other Encumbrances (except as such Encumbrances arising under securities laws or for such liens, chargesadverse claims, charges or other encumbrances and security interests as would not prohibit Securityholder’s compliance with its obligations pursuant to this Agreement or for such Buyer Securities held in prime brokerage accounts or any Encumbrances created under any Company Plans or related agreement), such Encumbrances being the “Permitted Encumbrances”). Securityholder does not beneficially own any securities of Buyer other than those arising the Buyer Securities indicated on Securityholder’s signature page hereto. Securityholder has full power and authority to make, enter into and carry out the terms and conditions under this Agreement. The execution and delivery of this Agreement by operation Securityholder do not, and Securityholder’s performance of statute and no person has any agreement, option, or any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer of the Shares, Options, PSUs, RSUs and DSUs, from the Securityholder or any interest therein or right thereto, except pursuant to the Proposed Transaction;
its obligations under this Agreement will not: (i) conflict with or violate or require the only securities of AuRico beneficially ownedconsent, directly approval or indirectlynotice under any Legal Requirement, order, decree or over which control judgment applicable to Securityholder or direction is exercised by to the Securityholder are those listed on the Acceptance, and Buyer Securities; or (ii) the Securityholder has no other agreement, options, warrants result in any breach of or securities convertible intoconstitute a default (with notice or lapse of time, or exchangeable or exercisable forboth) under, or otherwise evidencing a right give to acquire, securities of AuRico or others any rights of termination, amendment, acceleration or privilege capable cancellation of, or result in the creation of becoming an any Encumbrance on, any of the Buyer Securities pursuant to any agreement to which Securityholder is a party or optionby which Securityholder is bound or affected, for the purchase or acquisition by the Securityholder or transfer except in each case as would not prohibit Securityholder’s compliance with its obligations pursuant to the Securityholder of additional securities of AuRico or any interest therein;this Agreement.
(c) the Securityholder The Securityholder, if not an individual, has the sole right requisite corporate power and authority to dispose of or transfer (or cause execute and deliver this Agreement, to be disposed of or transferred) all of perform its Shares, Options, PSUs, RSUs obligations hereunder and DSUs (subject to consummate the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired transactions contemplated by it;
(d) the Securityholder has the sole right to vote (or cause to be voted) all of its Subject Securities now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it;
(e) this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of the Securityholder. This Agreement has been executed and delivered by the Securityholder, and, assuming due authorization, execution and is delivery by the Company, constitutes a valid and binding agreement, enforceable against obligation of the Securityholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).
(d) Except as contemplated by the performance by Governing Documents of Buyer, no Person has any contractual right or privilege for the purchase or acquisition from the Securityholder of its obligations hereunder will not constitute a violation any of the Buyer Securities or breach for the right to vote any of or default under, or conflict with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummation; andBuyer Securities.
(fe) the Securityholder has received the substantially final draft of the Arrangement Agreement dated April 12There is no action, 2015proceeding or investigation pending or, and has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and knowledge, threatened against the Securityholder shall not assert that it affects) questions the validity, enforceability or effect validity of this Agreement or any action taken or to be taken by the Arrangement Securityholder in connection with this Agreement.
Appears in 1 contract
Samples: Transaction Support Agreement (Midatech Pharma PLC)
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Alamos Altimar as follows and acknowledges that Alamos is relying on such representations and warranties in connection with entering into this Agreement and the Proposed Transactionto itself as follows:
(a) the The Securityholder is the sole only record and a beneficial owner (within the meaning of Rule 13d-3 under the SharesExchange Act) of, Optionsand has good, PSUs, RSUs and DSUs, with valid and marketable title theretoto, the Owned Units, free and clear of all claims, liens, charges, encumbrances and security interests Liens other than those arising as created by operation this Agreement and Permitted Liens. As of statute the date hereof, other than the Owned Units and no person has any agreement, optionother equity securities of the Company that become Covered Units that the Securityholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to, or acquired in accordance with, the Business Combination Agreement, the Securityholder does not own beneficially or of record any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer equity securities of the Shares, Options, PSUs, RSUs and DSUs, from the Securityholder Company (or any interest therein or right thereto, except pursuant to securities convertible into equity securities of the Proposed Transaction;Company).
(b) The Securityholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the only securities of AuRico beneficially ownedmatters set forth herein, directly or indirectlyin each case, or over which control or direction is exercised by with respect to the Securityholder are those listed on the AcceptanceSecurityholder’s Covered Units, and (ii) has not entered into any voting agreement or voting trust with respect to any of the Securityholder Securityholder’s Covered Units that is inconsistent with the Securityholder’s obligations pursuant to this Agreement other than the Fathom LLCA, (iii) has no other agreement, options, warrants not granted a proxy or securities convertible intopower of attorney with respect to any of the Securityholder’s Covered Units that is inconsistent with the Securityholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or exchangeable or exercisable forwould interfere with, or otherwise evidencing a right prohibit or prevent it from satisfying, its obligations pursuant to acquire, securities of AuRico or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of AuRico or any interest therein;this Agreement.
(c) The Securityholder is duly organized, validly existing and, to the Securityholder has extent such concept is applicable, in good standing under the sole right to dispose Laws of or transfer (or cause to be disposed of or transferred) all the jurisdiction of its Sharesorganization and has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, Optionsexecute, PSUs, RSUs deliver and DSUs (subject perform its obligations under this Agreement and to consummate the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired by it;
(d) the Securityholder has the sole right to vote (or cause to be voted) all of its Subject Securities now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it;
(e) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder and is constitutes a valid and binding agreement, agreement of the Securityholder enforceable against the Securityholder in accordance with its terms, subject to the Enforceability Exceptions.
(d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Securityholder from, or to be given by the Securityholder to, or be made by the Securityholder with, any Governmental Authority in connection with the execution, delivery and performance by the Securityholder of this Agreement, the consummation of the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement).
(e) The execution, delivery and performance of this Agreement by the Securityholder do not, and the consummation of the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) will not, constitute or result in (i) if the Securityholder is a legal entity, a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of the Securityholder, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on the Covered Units (other than Permitted Liens) pursuant to any contract binding upon the Securityholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which the Securityholder is subject or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Securityholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, loss, acceleration, Lien or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Securityholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement).
(f) As of the date of this Agreement, there is no action, proceeding or, to the Securityholder’s knowledge, investigation pending against the Securityholder or, to the knowledge of the Securityholder, threatened against the Securityholder that questions the beneficial or record ownership of the Securityholder’s Owned Units, the validity of this Agreement or the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummation; andunder this Agreement.
(fg) The Securityholder understands and acknowledges that the Securityholder has received Altimar and Merger Sub entered into the substantially final draft Business Combination Agreement in reliance upon Securityholder’s execution and delivery of the Arrangement Agreement dated April 12, 2015, and has read and fully understands such draft of the Arrangement this Agreement and the transactions contemplated thereby. The Securityholder acknowledges representations, warranties, covenants and agrees that other agreements of the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreementcontained herein.
Appears in 1 contract
Samples: Voting and Support Agreement (Altimar Acquisition Corp. II)
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Alamos as follows Voleo (and acknowledges that Alamos Voleo is relying on such these representations and warranties in connection with entering into this Agreement completing the transactions contemplated hereby and by the Proposed TransactionAmalgamation Agreement) the matters set out below:
(a) the Securityholder is has the sole beneficial owner legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder and constitutes a valid and binding obligation of the SharesSecurityholder enforceable against it in accordance with its terms, Optionssubject to bankruptcy, PSUs, RSUs insolvency and DSUs, with valid other Laws affecting the enforcement of creditors’ rights generally and marketable title thereto, free and clear of all claims, liens, charges, encumbrances and security interests other than those arising by operation of statute and no person has any agreement, option, or any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer of the Shares, Options, PSUs, RSUs and DSUs, from the Securityholder or any interest therein or right thereto, except pursuant subject to the Proposed Transactionqualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;
(ib) the only Xxxxx Shares, Xxxxx Options and Xxxxx Warrants as set forth in Schedule A, as applicable, represent all the securities of AuRico Xxxxx beneficially owned, directly or indirectly, or over which controlled or directed by the Securityholder. Other than the securities set forth in Schedule A, neither the Securityholder nor any of its Affiliates (i) owns beneficially, or exercises control or direction is exercised by the Securityholder are those listed on the Acceptanceover, and directly or indirectly, additional securities of Xxxxx or any of its Affiliates or (ii) the Securityholder has no other agreement, options, warrants any agreement or securities convertible intooption, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of AuRico or any rights or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or any of its Affiliates to transfer to the Securityholder or any of its Affiliates of, additional securities of AuRico Xxxxx or any interest thereinof its Affiliates;
(c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now heldis, and will have the right to dispose of or transfer (or cause continue to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to at the express terms time of the AuRico 2013 LTIP Amalgamation, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any document evidencing the Award all encumbrances, liens, restrictions (as defined in the AuRico 2013 LTIPother than resale, vesting or other similar restrictions)) hereafter acquired by it, charges, claims and rights of others;
(d) the Securityholder has the sole right to sell and vote (or cause to be voted) all the extent permitted by the attributes of its such Subject Securities now held or pursuant to applicable Laws, regulation or policy) or direct the sale and will have voting of the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by itSecurities;
(e) this Agreement no Person has been duly executed and delivered and is a valid and binding agreement, enforceable against the Securityholder in accordance with its terms, and the performance by the Securityholder of its obligations hereunder will not constitute a violation any agreement or breach of or default underoption, or conflict with any contractright or privilege (whether by Laws, commitmentpre-emptive or contractual) capable of becoming an agreement or option, agreementfor the purchase, understanding acquisition or arrangement transfer of any kind to which of the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummation; andSubject Securities or any interest therein or right thereto;
(f) the Securityholder has received the substantially final draft none of the Arrangement Agreement dated April 12Subject Securities is subject to any proxy, 2015voting trust, and has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice vote pooling or other agreement with respect to this Agreementthe right to vote, call meetings of any of Xxxxx’x securityholders or give consents or approvals of any kind; 17608584.1
(g) none of the Arrangement Agreement execution and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and delivery by the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating or governing documents, by-laws or resolutions of the Securityholder; (ii) any Contract to which the Securityholder is a party or by which the Securityholder or any of the property or assets of the Securityholder are bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any applicable Laws;
(h) no consent, waiver, approval, authorization, order, exemption, registration, licence or declaration of or by, or filing with, or notification to any Governmental Entity which has not been made or obtained is required to be made or obtained by the Securityholder in connection with the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement or the consummation of any transactions provided for herein (provided that the Securityholder makes no representations or warranties with respect to the consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Voleo, Xxxxx or Xxxxx Xxxxx necessary for the consummation of the transactions contemplated by the Amalgamation Agreement); and
(i) there is no private or governmental action, suit, claim, arbitration, investigation or other proceeding in progress or pending before any Governmental Entity, or, to the knowledge of the Securityholder, threatened against the Securityholder or any of its Affiliates or any of their directors or officers (in their capacities as such) that, individually or in the aggregate, could adversely affect in any manner the Securityholder’s ability to enter into this Agreement or perform its obligations hereunder or the title of the Securityholder to any of the Subject Securities. There is no judgment, decree or order against the Securityholder or any of its Affiliates or any of their directors or officers (in their capacities as such) that could prevent, enjoin, alter, delay or adversely affect in any manner the ability of the Securityholder to enter into this Agreement, to perform its obligations under this Agreement or the title of the Securityholder to any of the Subject Securities.
Appears in 1 contract
Samples: Amalgamation Agreement
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Alamos as follows the Harvest Parties (and acknowledges that Alamos is the Harvest Parties are relying on such these representations and warranties in connection with entering into this Agreement completing the transactions contemplated hereby and by the Proposed TransactionBusiness Combination Agreement) that:
(a) The Securityholder, if the Securityholder is not a natural Person, is a corporation or other entity validly existing under the laws of the jurisdiction of its incorporation, formation or organization.
(b) The Securityholder, if the Securityholder is not a natural Person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Securityholder exercises control or direction over all of the Subject Securities set forth opposite its name in Schedule “A” hereto. At and immediately prior to the Effective Time of the Arrangement and at all times between the date hereof and the Effective Time of the Arrangement, the Securityholder will control or direct, directly or indirectly, all of the Subject Securities. Other than the Subject Securities, the Securityholder does not beneficially own, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of Verano or any of its affiliates.
(d) As at the date hereof, the Securityholder is, and immediately prior to the time at which the Subject Securities are exchanged under the Arrangement, the Securityholder will be, the sole beneficial owner of the Shares, Options, PSUs, RSUs and DSUsSubject Securities, with valid good and marketable title thereto, free and clear of all claimsliens and other encumbrances, liensexcept as set forth in the Operating Agreement.
(e) The Securityholder has the sole right to sell and vote or direct the sale and voting of the Subject Securities, chargesto the extent such Subject Securities carry a right to vote, encumbrances and security interests other than those arising by operation of statute and no person except as set forth in the Operating Agreement.
(f) No Person has any agreement, agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Shares, Options, PSUs, RSUs and DSUs, from the Securityholder Subject Securities or any interest therein or right thereto, except ParentCo pursuant to the Proposed Transaction;Business Combination Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Securityholder in connection with the execution and delivery of this Agreement by the Securityholder and the performance by it of its obligations under this Agreement, other than those that are contemplated by the Business Combination Agreement and as set forth in the Operating Agreement.
(h) None of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of Verano’s securityholders or give consents or approvals of any kind, except this Agreement and as set forth in the Operating Agreement, or as will be contemplated by the Business Combination Agreement.
(i) None of the only securities of AuRico beneficially owned, directly or indirectly, or over which control or direction is exercised execution and delivery by the Securityholder are those listed on the Acceptance, and (ii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of AuRico or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of AuRico or any interest therein;
(c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired by it;
(d) the Securityholder has the sole right to vote (or cause to be voted) all of its Subject Securities now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it;
(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Securityholder in accordance with its terms, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummation; and
(f) the Securityholder has received the substantially final draft of the Arrangement Agreement dated April 12, 2015, and has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreementcompletion of the transactions contemplated hereby or the compliance by the Securityholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Securityholder (if the Securityholder is not a natural Person); (ii) any contract to which the Securityholder is a party or by which the Securityholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any applicable law.
Appears in 1 contract
Samples: Business Combination Agreement (Harvest Health & Recreation Inc.)
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Alamos Parent as follows and acknowledges that Alamos is relying on such representations and warranties in connection with entering into this Agreement and the Proposed Transactionto itself as follows:
(a) the The Securityholder is the sole only record and a beneficial owner (within the meaning of Rule 13d-3 under the SharesExchange Act) of, Optionsand has good, PSUs, RSUs and DSUs, with valid and marketable title theretoto, the Owned Stock, free and clear of all claims, liens, charges, encumbrances and security interests Liens other than those arising as created by operation this Agreement and Permitted Liens. As of statute the date hereof, other than the Owned Stock and no person has any agreement, optionother equity securities of the Company that become Covered Stock that the Securityholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to, or acquired in accordance with, the Merger Agreement, the Securityholder does not own beneficially or of record any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer equity securities of the Shares, Options, PSUs, RSUs and DSUs, from the Securityholder Company (or any interest therein or right thereto, except pursuant to securities convertible into equity securities of the Proposed Transaction;Company).
(b) The Securityholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the only securities of AuRico beneficially ownedmatters set forth herein, directly or indirectlyin each case, or over which control or direction is exercised by with respect to the Securityholder are those listed on the AcceptanceSecurityholder’s Covered Stock, and (ii) has not entered into any voting agreement or voting trust with respect to any of the Securityholder Securityholder’s Covered Stock that is inconsistent with the Securityholder’s obligations pursuant to this Agreement, (iii) has no other agreement, options, warrants not granted a proxy or securities convertible intopower of attorney with respect to any of the Securityholder’s Covered Stock that is inconsistent with the Securityholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or exchangeable or exercisable forwould interfere with, or otherwise evidencing a right prohibit or prevent it from satisfying, its obligations pursuant to acquire, securities of AuRico or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of AuRico or any interest therein;this Agreement.
(c) The Securityholder is duly organized, validly existing and, to the Securityholder has extent such concept is applicable, in good standing under the sole right to dispose Laws of or transfer (or cause to be disposed of or transferred) all the jurisdiction of its Sharesorganization and has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, Optionsexecute, PSUs, RSUs deliver and DSUs (subject perform its obligations under this Agreement and to consummate the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired by it;
(d) the Securityholder has the sole right to vote (or cause to be voted) all of its Subject Securities now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it;
(e) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder and is constitutes a valid and binding agreement, agreement of the Securityholder enforceable against the Securityholder in accordance with its terms, subject to the Enforceability Exceptions.
(d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, the CFIUS Declaration(s) and the CFIUS Notice(s), no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Securityholder from, or to be given by the Securityholder to, or be made by the Securityholder with, any Governmental Authority in connection with the execution, delivery and performance by the Securityholder of this Agreement, the consummation of the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement).
(e) The execution, delivery and performance of this Agreement by the Securityholder do not, and the consummation of the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) will not, constitute or result in (i) if the Securityholder is a legal entity, a breach or violation of, or a default under, the limited liability company agreement, certificate of incorporation or similar governing documents of the Securityholder, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on the Covered Stock (other than Permitted Liens) pursuant to any contract binding upon the Securityholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which the Securityholder is subject or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Securityholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, loss, acceleration, Lien or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Securityholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement).
(f) As of the date of this Agreement, there is no action, proceeding or, to the Securityholder’s knowledge, investigation pending against the Securityholder or, to the knowledge of the Securityholder, threatened against the Securityholder that questions the beneficial or record ownership of the Securityholder’s Owned Stock, the validity of this Agreement or the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummation; andunder this Agreement.
(fg) The Securityholder understands and acknowledges that Parent, Merger Sub and the Securityholder has received Company entered into the substantially final draft Merger Agreement in reliance upon Securityholder’s execution and delivery of the Arrangement Agreement dated April 12, 2015, and has read and fully understands such draft of the Arrangement this Agreement and the representations, warranties, covenants and other agreements of the Securityholder contained herein.
(h) No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission for which Parent, the Company or their respective Affiliates is or will be liable in connection with the transactions contemplated thereby. The Securityholder acknowledges and agrees that hereby based upon arrangements made by or, to the knowledge of such Securityholder, on behalf of such Securityholder, other than, for the avoidance of doubt, the Company’s engagement of any investment banker, broker, finder or other intermediary as set forth in the Merger Agreement or schedules thereto.
(i) Such Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, read the Arrangement Merger Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or and has had the Arrangement Agreementopportunity to consult with its tax and legal advisors.
Appears in 1 contract
Samples: Voting and Support Agreement (Pine Technology Acquisition Corp.)
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Alamos Purchaser as follows and acknowledges that Alamos Purchaser is relying on such representations and warranties in connection with entering into this Agreement and the Proposed TransactionArrangement Agreement:
(a1) The Securityholder is a natural person or a legal entity duly organized or incorporated and validly existing and in good standing under the laws of its jurisdiction of organization or incorporation. The Securityholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out its obligations under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation, enforceable by Purchaser against the Securityholder in accordance with its terms, subject, however, to limitations imposed by Laws in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought (the “Bankruptcy and Equity Exception”);
(2) the Securityholder is is, and will be immediately prior to the Effective Time, the sole beneficial owner of of, or the sole person exercising control or direction over, the Subject Shares, Options, PSUs, RSUs Subject Options and DSUsSubject Warrants set out in the Acceptance attached hereto, with valid and marketable title thereto, free and clear of all claims, liens, hypothecs, charges, encumbrances and security interests other than those arising by operation of statute and no person has any agreement, option, or any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer of the Shares, Options, PSUs, RSUs and DSUs, Subject Securities from the Securityholder or any interest therein or right thereto
(3) if the Securityholder is married, except pursuant and any of the Subject Securities may constitute community property or spousal approval is otherwise necessary for this Agreement to be valid and binding, this Agreement has been duly executed and delivered by, and constitutes the valid and binding obligation of, the Securityholder’s spouse, enforceable against the Securityholder’s spouse in accordance with its terms, subject to the Proposed TransactionBankruptcy and Equity Exception;
(4) (i) the only securities of AuRico XS beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder are those listed on in the Acceptance, and (ii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of AuRico or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of AuRico or any interest therein;
(c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired by it;
(d) the Securityholder has the sole right to vote (or cause to be voted) all of its Subject Securities now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it;
(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Securityholder in accordance with its terms, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummation; and
(f) the Securityholder has received the substantially final draft of the Arrangement Agreement dated April 12, 2015, and has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.
Appears in 1 contract
Samples: Arrangement Agreement
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants as of the date hereof to Alamos as follows and acknowledges that Alamos is relying on such representations and warranties in connection with entering into this Agreement the Parent, Spinco and the Proposed TransactionCompany as follows:
(a) the The Securityholder is the sole beneficial owner of the Sharesof, Optionsand has good, PSUs, RSUs and DSUs, with valid and marketable title theretoto or has a valid proxy to vote the Securityholder’s Covered Securities, free and clear of all claims, liens, charges, encumbrances and security interests any Liens (other than those arising as created by operation this Agreement or the organizational documents of statute the Company (including, for the purposes hereof, any agreements between or among securityholders of the Company)). Other than the Owned Securities set forth opposite such Securityholder’s name on Schedule 1, the Securityholder does not legally own or beneficially hold any Company Securities or any interest therein.
(b) The Securityholder, except as provided in this Agreement or the Company’s Governing Documents, (i) has full voting power, full power of disposition and no person full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Securityholder’s Covered Securities, (ii) has not entered into any shareholders’ agreement, optionvoting agreement, voting trust, pooling agreement or similar agreement, understanding or arrangement, or any right or privilege (by Law or contract) capable of becoming an any of the foregoing, in each case, and has no knowledge and is not aware of any such foregoing agreement or option, for the purchase, acquisition or transfer arrangement in effect with respect to any of the SharesSecurityholder’s Covered Securities that are inconsistent with, Optionsor would interfere with, PSUs, RSUs and DSUs, from or prohibit or prevent the Securityholder from satisfying its obligations pursuant to, this Agreement, other than the Company Shareholders Agreement (iii) has not granted a proxy or power of attorney with respect to any interest therein or right thereto, except of the Securityholder’s Covered Securities that is inconsistent with the Securityholder’s obligations pursuant to the Proposed Transaction;this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking.
(c) The Securityholder affirms that (i) the only securities of AuRico beneficially owned, directly or indirectly, or over which control or direction is exercised by if the Securityholder are those listed on is a natural person, he or she has all the Acceptancerequisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transaction contemplated hereby, and (ii) if the Securityholder has no other agreementis not a natural person, options(A) is a legal entity duly organized, warrants or securities convertible intovalidly existing and, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of AuRico or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder extent such concept is applicable, in good standing under the Laws of additional securities of AuRico or any interest therein;
(c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all jurisdiction of its Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now heldorganization, and will have (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired by it;
(d) the Securityholder has the sole right to vote (or cause to be voted) all of its Subject Securities now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it;
(e) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder and, subject to the due execution and is delivery of this Agreement by each other Party, constitutes a legally valid and binding agreement, agreement of the Securityholder enforceable against the Securityholder in accordance with its termsthe terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).
(d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under applicable Law, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Securityholder from, or to be given by the Securityholder to, or be made by the Securityholder with, any Governmental Authority in connection with the execution, delivery and performance by the Securityholder of this Agreement, the consummation of the transactions contemplated hereby, the Plan of Arrangement or the other transactions contemplated by the Business Combination Agreement.
(e) The execution, delivery and performance of this Agreement by the Securityholder does not, and the consummation of the transactions contemplated hereby, the Plan of Arrangement or the other transactions contemplated by the Business Combination Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the constating documents of the Securityholder (if the Securityholder is not a natural person), (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Securityholder pursuant to any Contract binding upon the Securityholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 5(d), under any applicable Law to which the Securityholder is subject, or (iii) any change in the rights or obligations of any party under any Contract legally binding upon the Securityholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Securityholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Plan of Arrangement or the other transactions contemplated by the Business Combination Agreement.
(f) There is no action, proceeding or investigation pending against the Securityholder or, to the knowledge of the Securityholder, threatened against the Securityholder that, (i) in any manner, questions the beneficial or record ownership of the Securityholder’s Covered Securities or the validity of this Agreement, or (ii) before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which challenges or seeks to prevent, enjoin or materially delay the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummation; andunder this Agreement.
(fg) the The Securityholder has received a copy of and reviewed the substantially final draft of the Arrangement Agreement dated April 12, 2015, and has read and fully understands such draft of the Arrangement Business Combination Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent consult with the Securityholder’s tax and legal advice advisors. The Securityholder is a sophisticated Securityholder and has adequate information concerning the business and financial condition of Spinco and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Business Combination Agreement and has independently and based on such information as such Securityholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Securityholder acknowledges that (i) the Parent, Spinco and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement and (ii) the agreements contained herein with respect to the Covered Securities held by the Securityholder are irrevocable.
(h) The Securityholder understands and acknowledges that the Parent and Spinco are entering into the Business Combination Agreement in reliance upon the Securityholder’s execution and delivery of this Agreement, the Arrangement Agreement and the representations, warranties, covenants and other agreements of the Securityholder contained herein.
(i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which the Securityholder or the Company is or could be liable in connection with the Business Combination Agreement or this Agreement or any of the respective transactions contemplated hereby and or thereby, and that any failure on in each case based upon arrangements made by the Securityholder in his, her or its capacity as a Securityholder or, to the knowledge of the Securityholder’s part to seek independent legal advice shall not affect (and , on behalf of the Securityholder shall not assert that it affects) in his, her or its capacity as a Securityholder of the validity, enforceability or effect of this Agreement or the Arrangement AgreementCompany.
Appears in 1 contract
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Alamos as follows and acknowledges that Alamos is relying on such representations and warranties in connection with entering into this Agreement and the Proposed Transaction:
(a) the Securityholder is the sole beneficial owner of the Shares, Options, PSUs, RSUs and DSUs, with valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances and security interests other than those arising by operation of statute and no person has any agreement, option, or any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer of the Shares, Options, PSUs, RSUs and DSUs, from the Securityholder or any interest therein or right thereto, except pursuant to the Proposed Transaction;
(i) the only securities of AuRico beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder are those listed on the Acceptance, and (ii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of AuRico or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of AuRico or any interest therein;
(c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired by it;
(d) the Securityholder has the sole right to vote (or cause to be voted) all of its Subject Securities now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it;
(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Securityholder in accordance with its terms, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummation; and
(f) the Securityholder has received the substantially final draft of the Arrangement Agreement dated April 12, 2015, and has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.
Appears in 1 contract
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Alamos Buyer as follows and acknowledges that Alamos is relying on such representations and warranties in connection with entering into this Agreement and the Proposed Transactionfollows:
(a) The Securityholder, if not an individual, is a corporation, limited liability company or other applicable business entity duly organized, incorporated or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Legal Requirements of its jurisdiction of formation or organization (as applicable). The Securityholder, if an individual, has the legal capacity to enter into and perform his or her obligations under this Agreement.
(b) Securityholder is the sole beneficial owner Owner of the SharesCompany Securities indicated on the Securityholder’s signature page hereto, Options, PSUs, RSUs and DSUs, with valid and marketable title thereto, which are free and clear of all any liens, adverse claims, charges or other Encumbrances (except as such Encumbrances arising under securities laws or for such liens, chargesadverse claims, charges or other encumbrances and security interests as would not prohibit Securityholder’s compliance with its obligations pursuant to this Agreement or for such Company Securities held in prime brokerage accounts or any Encumbrances created under any Company Plans or related agreement), such Encumbrances being the “Permitted Encumbrances”). Securityholder does not beneficially own any securities of the Company other than those arising the Company Securities indicated on Securityholder’s signature page hereto. Securityholder has full power and authority to make, enter into and carry out the terms and conditions under this Agreement. The execution and delivery of this Agreement by operation Securityholder do not, and Securityholder’s performance of statute and no person has any agreement, option, or any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer of the Shares, Options, PSUs, RSUs and DSUs, from the Securityholder or any interest therein or right thereto, except pursuant to the Proposed Transaction;
its obligations under this Agreement will not: (i) conflict with or violate or require the only securities of AuRico beneficially ownedconsent, directly approval or indirectlynotice under any Legal Requirement, order, decree or over which control judgment applicable to Securityholder or direction is exercised by to the Securityholder are those listed on the Acceptance, and Company Securities; or (ii) the Securityholder has no other agreement, options, warrants result in any breach of or securities convertible intoconstitute a default (with notice or lapse of time, or exchangeable or exercisable forboth) under, or otherwise evidencing a right give to acquire, securities of AuRico or others any rights of termination, amendment, acceleration or privilege capable cancellation of, or result in the creation of becoming an any Encumbrance on, any of the Company Securities pursuant to any agreement to which Securityholder is a party or optionby which Securityholder is bound or affected, for the purchase or acquisition by the Securityholder or transfer except in each case as would not prohibit Securityholder’s compliance with its obligations pursuant to the Securityholder of additional securities of AuRico or any interest therein;this Agreement.
(c) the Securityholder The Securityholder, if not an individual, has the sole right requisite corporate power and authority to dispose of or transfer (or cause execute and deliver this Agreement, to be disposed of or transferred) all of perform its Shares, Options, PSUs, RSUs obligations hereunder and DSUs (subject to consummate the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired transactions contemplated by it;
(d) the Securityholder has the sole right to vote (or cause to be voted) all of its Subject Securities now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it;
(e) this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of the Securityholder. This Agreement has been executed and delivered by the Securityholder, and, assuming due authorization, execution and is delivery by Bxxxx, constitutes a valid and binding agreement, enforceable against obligation of the Securityholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).
(d) Except as contemplated by the performance by Arrangement Agreement or the Governing Documents of the Company, no Person has any contractual right or privilege for the purchase or acquisition from the Securityholder of its obligations hereunder will not constitute a violation any of the Company Securities or breach for the right to vote any of or default under, or conflict with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummation; andCompany Securities.
(fe) the Securityholder has received the substantially final draft of the Arrangement Agreement dated April 12There is no action, 2015proceeding or investigation pending or, and has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and knowledge, threatened against the Securityholder shall not assert that it affects) questions the validity, enforceability or effect validity of this Agreement or any action taken or to be taken by the Arrangement Securityholder in connection with this Agreement.
Appears in 1 contract
Samples: Transaction Support Agreement (Midatech Pharma PLC)
Representations and Warranties of the Securityholder. The Securityholder hereby represents makes to Buyer the following representations and warrants to Alamos as follows warranties and acknowledges that Alamos Xxxxx is relying on upon such representations and warranties in connection with the entering into of this Agreement and the Proposed Transactioncarrying out of the transactions contemplated herein:
(a) the Securityholder has all necessary power, authority and capacity to enter into and perform the Securityholder's obligations under this Agreement;
(b) this Agreement has been duly executed and delivered by the Securityholder and, assuming due execution and delivery of this Agreement by Xxxxx, constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms;
(c) the Securityholder is the sole beneficial owner of and has control and direction over all the SharesSubject Securities set forth opposite the Securityholder's name in Schedule A. Other than the Subject Securities, Optionsincluding the Options held by the Securityholder, PSUsthe Securityholder does not beneficially own, RSUs or exercise control or direction over, any additional securities of I-Minerals or securities convertible or exchangeable into any additional securities of I-Minerals;
(d) the Securityholder is, and DSUswill continue to be until the Expiry Time, with valid the beneficial owner, and/or have control and marketable title theretodirection over, free and clear the Subject Securities;
(e) the Securityholder has the sole right to vote or direct the voting of all claims, liens, charges, encumbrances and security interests other than those arising by operation of statute and the Subject Securities;
(f) no person Person has any agreement, agreement or option, or any right or privilege (whether by applicable Laws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Shares, Options, PSUs, RSUs and DSUs, from the Securityholder Subject Securities or any interest therein or right thereto;
(g) other than as contemplated by this Agreement, except pursuant none of the Subject Securities (including the Common Shares issuable upon exercise of the Options) are subject to any proxy, voting trust, vote pooling or other agreement with respect to the Proposed Transactionright to vote, call meetings of securityholders or give consents or approvals of any kind;
(h) neither the entering into of this Agreement nor the performance by the Securityholder of any of the Securityholder's obligations under this Agreement will constitute a breach of any agreement to which the Securityholder is a party or by which it is bound;
(i) the only securities of AuRico beneficially ownedno consent, directly approval, order or indirectlyauthorization of, or over which control declaration or direction filing with, any Person is exercised required to be obtained by the Securityholder are those listed on in connection with the Acceptance, execution and (ii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities delivery of AuRico or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of AuRico or any interest therein;
(c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired by it;
(d) the Securityholder has the sole right to vote (or cause to be voted) all of its Subject Securities now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it;
(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Securityholder in accordance with its terms, and the performance by the Securityholder of its the Securityholder's obligations hereunder will not constitute a violation or breach of or default under, or conflict with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such consummationunder this Agreement; and
(fj) there is no proceeding, claim or investigation pending before any Governmental Entity or, to the knowledge of the Securityholder, threatened against the Securityholder has received that, individually or in the substantially final draft of the Arrangement Agreement dated April 12aggregate, 2015, and has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity could reasonably be expected to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure have an adverse effect on the Securityholder’s part 's ability to seek independent legal advice shall not affect (execute and the Securityholder shall not assert that it affects) the validity, enforceability or effect of deliver this Agreement or and to perform the Arrangement AgreementSecurityholder's obligations hereunder.
Appears in 1 contract
